PARIS (Agefi-Dow Jones)–A few hours before its general meeting to be held on June 24, TotalEnergies wins a legal victory against several investors. After the oil company’s refusal to register a consultative resolution relating to the separation of functions, today combined by Patrick Pouyanné, president and general manager, Ethos, Degroof Petercam, Sycomore AM and other shareholders had decided to seize the Nanterre Commercial Court via the request for an hourly summary.
The verdict fell this Thursday, May 23 and it proves that TotalEnergies is right. The energy giant contested the request, believing that the resolution encroached on the prerogatives of the group’s board of directors.
A refusal deemed “legitimate” by the Court which considers in particular that “it is not up to the general meeting to grant itself powers that the law reserves only for the board of directors in matters of organization of general management “.
A decision that could set a precedent
“This is bad news because the Court gives the impression of ruling on the merits in favor of TotalEnergies when it could have simply said that it was not competent because the question raised was not obvious”, reacts Sophie Vermeille, lawyer at the Vermeille & Co firm in charge of the file for the applicants.
This decision could indeed set a precedent. The applicants in fact highlighted the consultative dimension of the resolution while TotalEnergies considered that the provisions of the commercial code did not expressly provide for the possibility of filing this type of resolution. In its decision, the Court considers that “even if it has a consultative, non-binding nature for the board of directors, the examination and vote by the shareholders’ meeting of this draft resolution obviously encroaches on the prerogatives of the council.
“The only positive point of this decision is that it recognizes the possibility of being able to take legal action even when the plaintiffs hold less than the 0.5% of the capital necessary to file a resolution,” consoles Sophie Vermeille. The “end of refusal” requested by TotalEnergies on this point was in fact refused by the Court. Contacted by L’Agefi, the oil company has not responded for the moment.
As part of its decision, the Nanterre Commercial Court ordered the plaintiffs, excluding Sycomore AM which withdrew from the procedure, to pay 15,000 euros to TotalEnergies as reimbursement of costs incurred, assuming that the oil company requests actually payment of this amount.
In the meantime, the group is avoiding a subject of debate during its general meeting, which promises to be once again lively after the comments of Patrick Pouyanné on a possible move of the main listing of TotalEnergies to New York.
-Johann Corric, L’Agefi ed: ACD
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May 23, 2024 07:18 ET (11:18 GMT)
